Exhibit 10.0
Form of Promissory Notes
CONVERTIBLE PROMISSORY NOTE AGREEMENT
March 15, 2006 Greenacres, Washington
SENIOR OPTICIAN SERVICE, INC. ("Undersigned") hereby promises to pay upon demand
to the order of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
the sums of Dollars set forth on the attached Schedule A, with interest at the
rate of Twelve (12%) percent per annum, compounded monthly until paid. This Note
Agreement will be automatically amended to include any additional Dollars
advanced by the Holder to the Undersigned after the Note Agreement date.
Interest will be computed on the basis of a 365-day year or 366-day year as
applicable and actual days lapsed. At any time prior to a Change in Control
Event of the Undersigned, the Undersigned will have the privilege of prepaying
the principal under this Note in whole or in part in U.S. Dollars, without
penalty or premium at any time. A Change in Control Event means a change of a
majority of the board of directors or capital stock issuances exceeding twenty
(20%) percent of voting control in any rolling twelve (12) month period. All
payments hereunder will be applied first to interest, then to principal, then to
late charges. After a Change in Control Event, the indebtedness may only be
repaid in the Undersigned's common stock as set forth below.
The funds must be repaid upon written demand in U.S. Dollars or the
Undersigned's common stock, at the Holder's option. The Holder's common stock
demand payment will be payable by Dollar conversion of the outstanding principal
balance and accrued interest into stock as set forth below. This right of
conversion only becomes effective upon a change in control event of SENIOR
OPTICIAN SERVICE, INC. However, notwithstanding anything herein to the contrary,
in no event will the Holder be permitted to convert this indebtedness for a
number of shares greater than the number that would cause the aggregate
beneficial ownership of the Company's Common Stock (calculated pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as amended) of the Holder and all
persons affiliated with the Holder to equal 9.99% of the Company's Common Stock
then outstanding. On the default or conversion demand, the Holder will have the
right to convert the unpaid principal balance, accrued expense and any related
default costs to SENIOR OPTICIAN SERVICE, INC. common stock as follows: At the
option of the Holder the conversion price will be (a) Fifty (50%) discount of
the last share price quoted on March 31, 2006 (March 31, 2006 price was $0.05
discounted 50% equals $0.025 Cents) per share, or (b) Fifty (50%) discount of
the lowest closing bid price per share between March 31, 2006 and the default or
conversion demand date, which ever price is lowest. The number of shares will be
determined by dividing the price per share into the total outstanding
indebtedness. As additional consideration, SENIOR OPTICIAN SERVICE, INC. grants
the Holder common stock purchase warrants for 800,000 common shares as outlined
in the Warrant Agreement. The conversion provisions of this Note Agreement will
be subject to the same anti-dilution provisions contained in the Common Stock
Warrant (Exhibit A) and such provisions are incorporated herein by reference.
Undersigned will pay upon demand any and all expenses, including reasonable
attorney fees, incurred or paid by Holder without suit or action in attempting
to collect funds due under this Note. If the indebtedness is not paid on demand
in the form requested by the Holder, the interest rate will increase from twelve
(12%) percent to Twenty-four (24%) percent interest, the default rate and the
conversion rate will be reduced to $0.001 per share. In the event an action is
instituted to enforce or interpret any of the terms of this Note including but
not limited to any action or participation by Undersigned in, or in connection
with, a case or proceeding under the Bankruptcy Code or any successor statute,
the prevailing party will be entitled to recover all expenses reasonably
incurred at, before and after trial, on appeal, and on review whether or not
taxable as costs, including, without limitation, attorney fees, witness fees
(expert and otherwise), deposition costs, copying charges and other expenses.
Venue Spokane County, State of Washington.
Dated: March 15, 2006 SENIOR OPTICIAN SERVICE, INC.
/s/ ▇▇▇ ▇▇▇▇
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By: ▇▇▇ ▇▇▇▇
Title: President